Shenzhen Zhaori Technology Co., Ltd. Board of Directors
Statement on the Completeness, Compliance, and Validity of Legal Documents for the Transaction
Shenzhen Zhaori Technology Co., Ltd. (hereinafter referred to as the "Company") intends to acquire a portion of the equity of Shenzhen Baonei Technology Co., Ltd. (hereinafter referred to as "Baonei Technology") by issuing shares and paying cash, thereby gaining control of Baonei Technology. Simultaneously, the Company plans to raise supporting funds (hereinafter referred to as the "Transaction").
In accordance with the "Company Law of the People's Republic of China" (hereinafter referred to as the "Company Law"), the "Securities Law of the People's Republic of China" (hereinafter referred to as the "Securities Law"), the "Administrative Measures for Major Asset Restructuring of Listed Companies" (hereinafter referred to as the "Restructuring Measures"), the "Supervisory Guidelines No. 9 for Listed Companies—Supervisory Requirements for Planning and Implementing Major Asset Restructuring of Listed Companies," and the "GEM Stock Listing Rules" of the Shenzhen Stock Exchange, as well as other relevant laws, regulations, and normative documents, the Board of Directors hereby provides the following statement regarding the completeness and compliance of the legal procedures for the Transaction and the validity of the submitted legal documents:
I. Statement on the Completeness and Compliance of the Transaction's Legal Procedures